<PAGE> 1
As filed with the Securities and Exchange Commission on August 26, 1998
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRANSACT TECHNOLOGIES INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 06-1456680
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
7 Laser Lane
Wallingford, CT 06492
(203) 269-1198
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL
EXECUTIVE OFFICES)
TransAct Technologies Incorporated 1996 Stock Plan
(FULL TITLE OF THE PLAN)
Richard L. Cote
Executive Vice President, Chief Financial Officer, Secretary and Treasurer
TransAct Technologies Incorporated
7 Laser Lane
Wallingford, CT 06492
(203) 269-1198
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
Thomas A. Klee, Esq.
Shipman & Goodwin LLP
One American Row
Hartford, CT 06103
(860) 251-5728
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------- --------------------- ------------------ -------------------- ---------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE PRICE (1) FEE
- ------------------------------- --------------------- ------------------ -------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 300,000 shares $5.56 $1,668,000 $492.06
- ------------------------------- --------------------- ------------------ -------------------- ---------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h), the proposed maximum offering price per share
is based on the average of the high and low price per share of $5.56
on August 24, 1998, as reported by the National Association of
Securities Dealers Automated Quotation System.
(2) Pursuant to Rule 429, includes 600,000 shares previously registered on
Form S-8, Registration No. 333-32703, filed August 1, 1997.
<PAGE> 2
STATEMENT PURSUANT TO GENERAL
INSTRUCTION E OF FORM S-8
This Registration Statement relates to the registration of additional
shares of Common Stock, par value $0.01 per share, of TransAct Technologies
Incorporated, the same class of securities as registered on Form S-8 for
TransAct Technologies Incorporated 1996 Stock Plan, File No. 333-32703. The
contents of the prior Registration Statement are incorporated in this
Registration Statement by reference.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wallingford and State of Connecticut on the 26th
day of August, 1998.
TRANSACT TECHNOLOGIES INCORPORATED
BY /S/ BART C. SHULDMAN
--------------------------------------
BART C. SHULDMAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Bart C. Shuldman President, Chief Executive Officer August 26, 1998
- ------------------------------------- and Director
Bart C. Shuldman (Principal Executive Officer)
/s/ Richard L. Cote* Executive Vice President, Chief August 26, 1998
- ------------------------------------- Financial Officer, Secretary,
Richard L. Cote Treasurer and Director
(Principal Financial Officer)
/s/ Steven A. DeMartino* Corporate Controller August 26, 1998
- ------------------------------------- (Principal Accounting Officer)
Steven A. DeMartino
/s/ Thomas R. Schwarz* Chairman of the Board and Director August 26, 1998
- -------------------------------------
Thomas R. Schwarz
/s/ Graham Y. Tanaka* Director August 26, 1998
- -------------------------------------
Graham Y. Tanaka
/s/ Charles A. Dill* Director August 26, 1998
- -------------------------------------
Charles A. Dill
*By: /s/ Bart C. Shuldman
---------------------------------
Attorney-in-Fact
</TABLE>
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibits
- -------------- -----------------------
<S> <C>
5.1 Opinion of Shipman & Goodwin LLP.
23.1 Consent of Independent Accountants, PricewaterhouseCoopers LLP.
23.2 Consent of Shipman & Goodwin LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
August 26, 1998
TransAct Technologies Incorporated
7 Laser Lane
Wallingford, CT 06492
Ladies and Gentlemen:
In connection with the proposed issuance by TransAct Technologies
Incorporated (the "Company") of up to an additional 300,000 shares of its Common
Stock, par value $0.01 per share (the "Shares"), pursuant to the Company's 1996
Stock Plan (the "Plan"), we have examined, as counsel to the Company, the
Registration Statement on Form S-8 filed under the Securities Act of 1933 (the
"Securities Act") and such other documents as we have deemed necessary or
appropriate in order to express the opinion set forth below.
In connection with our opinion hereinafter given, we have examined and
relied upon originals, or copies, certified or otherwise, identified to our
satisfaction, of such agreements, documents, certificates and other statements
of government officials, corporate officers and representatives and other
documents as we have deemed relevant and necessary as a basis for such opinion.
In such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity
with the original documents of documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that when (i) the
Registration Statement shall have become effective, and (ii) the Shares shall
have been issued and delivered against payment therefor in accordance with the
terms of the Plan and as contemplated in the Registration Statement, the Shares
will be legally and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
/s/ Shipman & Goodwin LLP
Shipman & Goodwin LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 12, 1998 appearing on page 15
of the TransAct Technologies Incorporated Annual Report on Form 10-K for the
year ended December 31, 1997.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Hartford, Connecticut
August 26, 1998
<PAGE> 1
EXHIBIT 24.1
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Bart C. Shuldman and Richard L. Cote
jointly and severally, his attorneys-in-fact, each with the power of
substitution for him in any and all capacities, to sign the this Registration
Statement filed by TransAct Technologies Incorporated on Form S-8 with respect
to the TransAct Technologies Incorporated 1996 Stock Plan, and any and all
amendments thereto, and to file the same, with exhibits thereto and other
documents in connection therewith with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
----------------------------
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Bart C. Shuldman President, Chief Executive Officer August 25, 1998
-------------------------------------- and Director
Bart C. Shuldman (Principal Executive Officer)
/s/ Richard L. Cote Executive Vice President, Chief August 25, 1998
-------------------------------------- Financial Officer, Secretary,
Richard L. Cote Treasurer and Director
(Principal Financial Officer)
/s/ Steven A. DeMartino Corporate Controller August 25, 1998
-------------------------------------- (Principal Accounting Officer)
Steven A. DeMartino
/s/ Thomas R. Schwarz Chairman of the Board and Director August 25, 1998
--------------------------------------
Thomas R. Schwarz
/s/ Graham Y. Tanaka Director August 25, 1998
--------------------------------------
Graham Y. Tanaka
/s/ Charles A. Dill Director August 20, 1998
--------------------------------------
Charles A. Dill
</TABLE>
